UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   February 8, 2016
 
   SMSA BALLINGER ACQUISITION CORP.
 (Exact name of registrant as specified in its Charter)

Nevada
0-55108
45-3598066
(State or other jurisdiction
of incorporation)
(Commission
File No.)
(IRS Employer
Identification No.)
 
5430 LBJ Freeway, Suite 1485, Dallas, Texas 75240
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:  ( 972) 726-9203
 

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 
 
 


Item 1.01 – Entry into a Material Definitive Agreement.
 
On February 8, 2016, SMSA Ballinger Acquisition Corp., a Nevada corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Tiger Trade Technologies, Inc., a Texas corporation (“Tiger Trade”) and a wholly owned subsidiary of the Company, providing for the merger of Tiger Trade with and into the Company. At the effective time of the Merger, the shares of common stock and preferred stock of Tiger Trade outstanding immediately before the effective time were canceled, retired and ceased to exist. The Merger became effective February 9, 2016, at 11:59 p.m., Pacific time.

On February 10, 2016, the Company entered into a Stock Cancellation Agreement (the “Cancellation Agreement”) with Gust C. Kepler, a Director and the President, Chief Executive Officer, Chief Financial Officer and Secretary   of the Company, pursuant to which Mr. Kepler cancelled and forfeited 835,010 shares of the Company’s common stock, $.001 par value per share.

Item 9.01 Financial Statements and Exhibits
  
(d) Exhibits:
 
Exhibit
 
Description
     
2.1
 
Agreement and Plan of Merger dated February 8, 2016, by and between SMSA Ballinger Acquisition Corp. and Tiger Trade Technologies, Inc.
10.1
 
Stock Cancellation Agreement dated February 10, 2016, by and between SMSA Ballinger Acquisition Corp. and Gust C. Kepler.
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: February 10, 2016
 
 
SMSA BALLINGER ACQUISITION CORP.
   
 
By: /s/Gust Kepler                                             
 
Gust Kepler, President and Chief Executive Officer
 
 
 

 
 
2
 
Exhibit 2.1
 
AGREEMENT AND PLAN OF MERGER
 
THIS AGREEMENT AND PLAN OF MERGER (this “ Agreement ”) is entered into as of February 8, 2016, by and between Tiger Trade Technologies, Inc., a Texas corporation (“ Tiger Trade ”), and SMSA Ballinger Acquisition Corp., a Nevada corporation (“ SMSA ”).  Tiger Trade and SMSA are individually referred to herein as a “ Party ” and collectively as the “ Parties .”
 
Recitals
 
WHEREAS, Tiger Trade is a corporation organized and validly existing under the laws of the State of Texas and is a wholly owned subsidiary of SMSA;
 
WHEREAS, the Parties desire to effect a merger whereby Tiger Trade will be merged with and into SMSA, upon the terms and conditions set forth in this Agreement (the “ Merger ”).
 
NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements and covenants contained herein, and for the purpose of prescribing the terms and conditions of the Merger, and such other details and provisions as the Parties deem necessary or desirable, the Parties agree as follows:
 
I.    The   Merger
 
1.1.   The Merger .  As of the Effective Time (as defined below), and on the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the Nevada Revised Statutes (the “ NRS ”) and the Texas Business Organizations Code (the “ TBOC ”), Tiger Trade shall be merged with and into SMSA, SMSA shall survive the merger and continue its corporate existence under the NRS (the “ Surviving Corporation ”), and the separate corporate existence of Tiger Trade shall cease.
 
1.2.   Effective Time .  The Merger shall become effective February 9, 2016, at 11:59 p.m., Pacific time, which date and time is subsequent to, but not more than ninety (90) days after the date of the filing of the Certificate of Merger and Articles of Merger with the Secretary of State of Texas and the Secretary of State of Nevada, respectively.  The time when the Merger shall become effective is herein called the “ Effective Time .”
 
1.3.   Effects of the Merger .  At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the NRS and the TBOC.  Without limiting the generality of the foregoing, at the Effective Time, all of the property, rights, privileges, powers, and franchises of Tiger Trade shall vest in the Surviving Corporation, and all debts, liabilities, and duties of Tiger Trade shall become the debts, liabilities, and duties of the Surviving Corporation.
 
1.4 .   Articles of Incorporation; Bylaws .
 
(a)   The Articles of Incorporation of SMSA in effect at the Effective Time shall be the Articles of Incorporation of the Surviving Corporation, until thereafter amended in accordance with their terms and as provided by the NRS.
 
 
 
1
 
 
(b)   The Bylaws of SMSA in effect at the Effective Time shall be the Bylaws of the Surviving Corporation, until thereafter amended in accordance with its terms.
 
1.5.   Directors and Officers .  The directors and officers of SMSA duly acting immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation after the Effective Time, and shall serve in such capacities in accordance with the Bylaws of the Surviving Corporation until the next annual meetings of the stockholders and directors of the Surviving Corporation or until their respective successors are elected and qualified.
 
II.    Conversion of Ownership; Consideration
 
2.1.   Tiger Trade Stock .  At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, the shares of common stock and preferred stock of Tiger Trade  outstanding immediately before the Effective Time shall be canceled and retired and shall cease to exist, and all certificates representing such shares shall be canceled.
 
2.2.   Stock of Surviving Corporation .  The shares of common stock and preferred stock of SMSA outstanding immediately before the Effective Time shall continue as the common stock and preferred stock of the Surviving Corporation after the Effective Time.
 
2.3.   Taking of Necessary Action .  Each of the Parties shall use its reasonable best efforts to take all such action as may be necessary or appropriate in order to effectuate the Merger under the TBOC and the NRS.
 
III.     Miscellaneous
 
3.1.   Counterparts .  This Agreement may be executed in one or more facsimile counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
 
3.2.   Headings .  The article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
 
3.3.   Entire Agreement .  This Agreement embodies the entire agreement and understanding of the Parties in respect of the subject matter contained herein.  There are no restrictions, promises, representations, warranties, covenants, or undertakings other than those expressly set forth or referred to herein.  This Agreement supersedes all prior agreements and understandings between the Parties with respect to such subject matter.
 
3.4.   Termination .  This Agreement may be terminated at any time prior to the Effective Time by agreement of the Parties.
 
3.5.   Amendment and Modification .  Subject to applicable law, this Agreement may be amended, modified, and supplemented only by written agreement of the Parties.
 
3.6.   Binding Effect; No Third Party Benefit .  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided , however , that neither this Agreement nor any rights, interests, or obligations hereunder shall be assigned by any of the Parties (by operation of law or otherwise) without the prior written consent of the Parties.  Nothing in this Agreement, either express or implied, is intended to or shall confer upon any person other than the Parties, and their respective successors and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.
 
 
 
2
 
 
3.7.   Severability .  If any term, covenant, or condition of this Agreement, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant, or condition to other persons or circumstances, shall not be affected thereby, and each term, covenant, or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law, unless such severance would cause a materially adverse economic result to the Party against whom this Agreement is sought to be enforced.
 
3.8.   Governing Law .  This Agreement shall be governed by, enforced under, and construed and interpreted in accordance with the laws of the State of Nevada without regard to its principles of conflicts of law.
 

[Signature page follows]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
 
 
 
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
 
 
 
 
SMSA BALLINGER ACQUISITION CORP.,
a Nevada corporation


By: /s/ Gust Kepler
       Gust Kepler, Chief Executive Officer


TIGER TRADE TECHNOLOGIES, INC.,
a Texas corporation


By: /s/ Gust Kepler
       Gust Kepler, Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
 

 
4
 

 
Exhibit 10.1
 

STOCK CANCELLATION AGREEMENT

This Stock Cancellation Agreement (this “ Agreement ”), dated effective as of February10, 2016 (the “ Effective Date ”), is entered into by and between Gust C. Kepler (“ Stockholder ”) and SMSA Ballinger Acquisition Corp., a Nevada corporation (“ Company ”).
 
WHEREAS, Stockholder is the record and beneficial owner of Nine Million Nine Hundred Thousand (9,900,000) shares of common stock, $.001 par value per share (the “ Common Stock ”) of the Company;
 
WHEREAS, the Stockholder has agreed to cancel Eight Hundred Thirty-Five Thousand Ten ( 835,010 ) shares of Common Stock (the “ Subject Shares ”);
 
NOW THEREFORE, in consideration of the promises and respective mutual agreements herein contained, it is agreed by and between the parties hereto as follows.
 
1.            Cancellation of Subject Shares .  Upon the terms and subject to the conditions set forth in this Agreement, the Stockholder hereby agrees to cancel and forfeit all of the Stockholder's right, title and interest in and to the Subject Shares. Effective as of the Effective Date, the Stockholder hereby irrevocably instructs the Company and the Company’s transfer agent to cancel the Subject Shares such that the Subject Shares will no longer be outstanding on the stock ledger of the Company and such that the Stockholder shall no longer have any interest in the Subject Shares whatsoever.  The Company shall immediately deliver to the Company’s transfer agent irrevocable instructions providing for the cancellation of the Subject Shares, and the Company shall promptly reissue and deliver to Stockholder a certificate representing any shares of Common Stock held by the Stockholder in excess of the Subject Shares.
 
2.            Entire Agreement .  This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understanding related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statement, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not set forth.
 
3.            Governing Law .  This Agreement shall be governed in all respects, including validity, construction, interpretation and effect, by the laws of the State of Texas (without regard to principles of conflicts of law).

4.            Consent to Jurisdiction .  Each party irrevocably submits to the exclusive jurisdiction of the appropriate state or federal court in the State of Texas for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby.  Each party agrees to commence any such action, suit or proceeding in Dallas, Texas.
 
 
 
 
 

5.            Counterparts .  This Agreement may be executed by the parties hereto in separate counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6.            Further Assurances .  Each party shall, at the request of the other party, at any time and from time to time following the Effective Date promptly execute and deliver, or cause to be executed and delivered, to such requesting party all such further instruments and take all such further action as may be reasonably necessary or appropriate to carry out the provisions and intents of this Agreement and of the instruments delivered pursuant to this Agreement.

7.            Severability of Provisions .  If any provision or any portion of any provision of this Agreement or the application of any such provision or any portion thereof to any person or circumstance, shall be held invalid or unenforceable, the remaining portion of such provision and the remaining provisions of the Agreement, or the application of such provision or portion of such provision is held invalid or unenforceable to person or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and such provision or portion of any provision as shall have been held invalid or unenforceable shall be deemed limited or modified to the extent necessary to make it valid and enforceable, in no event shall this Agreement be rendered void or unenforceable.

8.            Captions .  All section titles or captions contained in this Agreement are for convenience only, shall not be deemed a part of this Agreement and shall not affect the meaning or interpretation of this Agreement. All references herein to sections shall be deemed references to such parts of this Agreement, unless the context shall otherwise require.

***Signature Page Follows***
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2
 
 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the Effective Date.
 
 
 
 
SMSA BALLINGER ACQUISITION CORP.
 

 
By: /s/ Gust C. Kepler
       Gust C. Kepler, President
 

 

 
/s/ Gust C. Kepler
Gust C. Kepler , Individually
 
 
 
 
 
 
 
 
 
 
 
 
3